Berry Petroleum Company (BRY)

Legal
Proceedings. Except as
described in the Registration Statement, the Time of Sale Information and the
Prospectus, (i) there are no legal, governmental or regulatory
investigations, actions, suits or proceedings pending to which the Company is
or may be a party or to which any property of the Company is or may be the
subject that, individually or in the aggregate, if determined adversely to the
Company, could reasonably be expected to have a Material Adverse Effect; (ii) to
the knowledge of the Company, there are no legal, governmental or regulatory
investigations, actions, suits or proceedings threatened or contemplated by any
governmental or regulatory authority or threatened by others that, individually
or in the aggregate, if determined adversely to the Company, could reasonably
be expected to have a Material Adverse Effect; and (iii) (A) there
are no current or pending legal, governmental or regulatory actions, suits or
proceedings that are required under the Securities Act to be described in the
Registration Statement or the Prospectus that are not so described in the
Registration Statement, the Time of Sale Information and the Prospectus and (B) there
are no statutes, regulations or contracts or other documents that are required
under the Securities Act to be filed as exhibits to the Registration Statement
or described in the Registration Statement and the Prospectus that are not so
filed as exhibits to the Registration Statement or described in the
Registration Statement, the Time of Sale Information and the Prospectus.

Legal
Proceedings. Except as
described in the Registration Statement, the Time of Sale Information and the
Prospectus, (i) there are no legal, governmental or regulatory investigations,
actions, suits or proceedings pending to which the Company is or may be a party
or to which any property of the Company is or may be the subject that,
individually or in the aggregate, if determined adversely to the Company, could
reasonably be expected to have a Material Adverse Effect; (ii) to the
knowledge of the Company, there are no legal, governmental or regulatory
investigations, actions, suits or proceedings threatened or contemplated by any
governmental or regulatory authority or threatened by others that, individually
or in the aggregate, if determined adversely to the Company, could reasonably
be expected to have a Material Adverse Effect; and (iii) (A) there
are no current or pending legal, governmental or regulatory actions, suits or
proceedings that are required under the Securities Act to be described in the
Registration Statement or the Prospectus that are not so described in the
Registration Statement, the Time of Sale Information and the Prospectus and (B) there
are no statutes, regulations or contracts or other documents that are required
under the Securities Act to be filed as exhibits to the Registration Statement
or described in the Registration Statement and the Prospectus that are not so
filed as exhibits to the Registration Statement or described in the
Registration Statement, the Time of Sale Information and the Prospectus.

While we
are, from time to time, a party to certain lawsuits in the ordinary course of
business, we do not believe any of such existing lawsuits will have a material
adverse effect on our operations, financial condition, or
liquidity.

While weare, from time to time, a party to certain lawsuits in the ordinary course ofbusiness, we do not believe any of such existing lawsuits will have a materialadverse effect on our operations, financial condition, orliquidity.